NATIONAL HOUSING PARTNERSHIP REALTY FUND III
10-Q, 1995-11-13
OPERATORS OF NONRESIDENTIAL BUILDINGS
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<PAGE>   1




                                   FORM 10-Q
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

               FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1995

                         COMMISSION FILE NUMBER 0-14457


                  NATIONAL HOUSING PARTNERSHIP REALTY FUND III
                        (A MARYLAND LIMITED PARTNERSHIP)
             (Exact name of registrant as specified in its charter)



             MARYLAND                                        52-1394972
   (State or other jurisdiction                           (I.R.S. Employer
of incorporation or organization)                       Identification No.)



                             1225 EYE STREET, N.W.
                            WASHINGTON, D.C.  20005
                    (Address of principal executive offices)
                                   (Zip Code)


                                 (202) 347-6247
              (Registrant's telephone number, including area code)

                                 NOT APPLICABLE
              (Former name, former address and former fiscal year,
                         if changed since last report.)


Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes   X         No
    -----          -----
<PAGE>   2
PART 1 - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS

                  NATIONAL HOUSING PARTNERSHIP REALTY FUND III
                        (A MARYLAND LIMITED PARTNERSHIP)
                        STATEMENTS OF FINANCIAL POSITION

<TABLE>
<CAPTION>
                                                    September 30,         December 31,
                                                        1995                   1994
                                                 -------------------    -----------------

<S>                                                     <C>                 <C>
                          ASSETS
                          ------

Cash and cash equivalents                               $ 138,502           $ 176,583
Investments in and advances to

  Local Limited Partnerships (Note 2)                       -                    -
                                                         --------            --------
                                                        $ 138,502           $ 176,583
                                                         ========            ========
            LIABILITIES AND PARTNERS' DEFICIT
            ---------------------------------

Liabilities:
  Administrative and reporting fee
    payable to General Partner (Note 3)                 $ 425,927           $ 361,241
  Accrued expenses                                         30,850              37,350
  Due to General Partner (Note 3)                           1,518               1,518
  Accrued interest on due to
    General Partner (Note 3)                                  620                 452
                                                         --------            --------
                                                          458,915             400,561
                                                         --------            --------
Partners' deficit:
  General Partner -- The National
    Housing Partnership (NHP)                             (98,454)            (97,490)
  Original Limited Partner --
    1133 Fifteenth Street Three
    Associates                                           (103,354)           (102,390)
  Other Limited Partners -- 11,500
    investment units                                     (118,605)            (24,098)
                                                         --------            --------
                                                         (320,413)           (223,978)
                                                         --------            --------
                                                        $ 138,502           $ 176,583
                                                         ========            ========
</TABLE>





                       See notes to financial statements.

                                      -1-
<PAGE>   3
                  NATIONAL HOUSING PARTNERSHIP REALTY FUND III
                        (A MARYLAND LIMITED PARTNERSHIP)
                            STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                                  Three Months Ended              Nine Months Ended
                                                     September 30,                 September 30,
                                                -----------------------       ------------------------
                                                  1995          1994           1995             1994
                                                  ----          ----           ----             ----

<S>                                            <C>            <C>            <C>             <C>
REVENUES:
   Distributions and repayments
     received in excess of investment
     in and advances to Local Limited
     Partnerships                               $    -         $    -         $    -          $ 24,527
   Interest income                                 1,413          1,372          3,597           4,033
                                                 -------        -------        -------         -------

                                                   1,413          1,372          3,597          28,560
                                                 -------        -------        -------         -------

COSTS AND EXPENSES:
   Loss on investment in Local
     Limited Partnerships (Note 2)                   -            2,800            -            10,408
   Share of losses from Local
     Limited Partnerships (Note 2)                   -              -              -            13,066
   Administrative and reporting
     fees to General Partner (Note 3)             21,562         21,562         64,686          64,686
   Other operating expenses                       10,712          9,883         35,346          31,510
                                                 -------        -------        ------          ------

                                                  32,274         34,245        100,032         119,670
                                                 -------        -------        -------         -------

NET LOSS                                        $(30,861)      $(32,873)      $(96,435)       $(91,110)
                                                 =======        =======        =======         =======

NET LOSS ASSIGNABLE TO
  LIMITED PARTNERS                              $(30,245)      $(32,215)      $(94,507)       $(89,288)
                                                 =======        =======        =======         =======

NET LOSS PER LIMITED
  PARTNERSHIP INTEREST                          $     (3)      $     (3)      $     (8)       $     (8)
                                                 =======        =======        =======         =======
</TABLE>





                       See notes to financial statements.

                                      -2-
<PAGE>   4
                  NATIONAL HOUSING PARTNERSHIP REALTY FUND III
                        (A MARYLAND LIMITED PARTNERSHIP)
                         STATEMENT OF PARTNER'S DEFICIT



<TABLE>
<CAPTION>
                                                  The              1133
                                                National        Fifteenth
                                                Housing           Street           Other
                                              Partnership         Three           Limited
                                                 (NHP)          Associates        Partners         Total
                                              -----------       ----------        --------         -----
<S>                                             <C>             <C>             <C>              <C>
Deficit at January 1, 1995                      $(97,490)       $(102,390)       $ (24,098)      $(223,978)
Net loss -- nine months ended
 September 30, 1995                                 (964)            (964)         (94,507)        (96,435)
                                                 -------         --------         --------        --------
Deficit at September 30, 1995                   $(98,454)       $(103,354)       $(118,605)      $(320,413)
                                                 =======         ========         ========        ========
Percentage interest at
 September 30, 1995                                    1%               1%              98%            100%
                                                 ========        =========        =========       =========
                                                      (A)              (B)              (C)
</TABLE>

(A) General Partner
(B) Original Limited Partner
(C) Consists of 11,500 investments units of 0.008522% held by 921 investors





                       See notes to financial statements.

                                      -3-
<PAGE>   5
                  NATIONAL HOUSING PARTNERSHIP REALTY FUND III
                        (A MARYLAND LIMITED PARTNERSHIP)
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                           Nine Months Ended
                                                                              September 30,
                                                                         -----------------------

                                                                         1995               1994
                                                                         ----               ----

<S>                                                                    <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Distributions received in excess of investment in Local
      Limited Partnerships                                            $    -              $  24,082
    Interest received                                                    3,597                4,033
    Operating expenses paid                                            (41,678)             (39,107)
                                                                       -------              -------

Net cash used in operating activities                                  (38,081)             (10,992)
                                                                       -------              -------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Advances to Local Limited Partnerships                                 -                 (3,263)
    Repayment of advances to Local Limited Partnerships                    -                    445
                                                                       -------              -------

    Net cash used in investing activities                                  -                 (2,818)
                                                                       -------              -------

NET DECREASE IN CASH AND CASH EQUIVALENTS                              (38,081)             (13,810)

CASH AND CASH EQUIVALENTS, BEGINNING OF
  PERIOD                                                               176,583              195,029
                                                                       -------              -------

CASH AND CASH EQUIVALENTS, END OF PERIOD                              $138,502             $181,219
                                                                       =======              =======

RECONCILIATION OF NET LOSS TO NET CASH USED
  IN OPERATING ACTIVITIES:

Net loss                                                              $(96,435)            $(91,110)
                                                                       -------              -------

Adjustments to reconcile net loss to net cash used in operating
  activities:
      Repayment of advances to Local Limited Partnerships                  -                   (445)
      Loss on investment in Local Limited Partnerships                     -                 10,408
      Share of losses from Local Limited Partnerships                      -                 13,066
      Increase in administrative and reporting fees payable             64,686               64,686
      Decrease in other accrued expenses                                (6,332)              (7,597)
                                                                       -------              -------

       Total Adjustments                                                58,354               80,118
                                                                       -------              -------

      Net cash used in operating activities                           $(38,081)            $(10,992)
                                                                       =======              =======
</TABLE>





                       See notes to financial statements.

                                      -4-
<PAGE>   6
                  NATIONAL HOUSING PARTNERSHIP REALTY FUND III
                        (A MARYLAND LIMITED PARTNERSHIP)
                         NOTES TO FINANCIAL STATEMENTS



(1)      ACCOUNTING POLICIES

         ORGANIZATION

         National Housing Partnership Realty Fund III (the "Partnership") is a
         limited partnership organized under the laws of the State of Maryland
         under the Maryland Revised Uniform Limited Partnership Act on May 10,
         1985. The Partnership was formed for the purpose of raising capital by
         offering and selling limited partnership interests and then investing
         in limited partnerships ("Local Limited Partnerships"), each of which
         owns and operates an existing rental housing project which is financed
         and/or operated with one or more forms of rental assistance or
         financial assistance from the U.S. Department of Housing and Urban
         Development ("HUD").

         The General Partner raised capital for the Partnership by offering and
         selling to additional limited partners 11,500 investment units at a
         price of $1,000 per unit. The Partnership acquired limited partnership
         interests ranging from 94.5% to 99% in twelve Local Limited
         Partnerships, which were organized to directly or indirectly own and
         operate existing rental housing projects.

         BASIS OF PRESENTATION

         The accompanying unaudited interim financial statements reflect all
         adjustments which are, in the opinion of management, necessary to a
         fair statement of the financial condition and results of operations
         for the interim periods presented. All such adjustments are of a
         normal and recurring nature.

         While the General Partner believes that the disclosures presented are
         adequate to make the information not misleading, it is suggested that
         these financial statements be read in conjunction with the financial
         statements and notes included in NHP Realty Fund III's Annual Report
         filed in Form 10-K, as amended, for the year ended December 31, 1994.

(2)      INVESTMENTS IN AND ADVANCES TO LOCAL LIMITED PARTNERSHIPS

         The Partnership owns a 99% limited partnership interest in Brunswick
         Village Limited Partnership and 94.5% limited partnership interests
         (98% with respect to allocation of losses) in nine other Local Limited
         Partnerships. The Partnership also acquired a 99% limited partnership
         interest in Meadowood Townhouses I Limited Partnership and Meadowood
         Townhouses III Limited Partnership. These two Local Limited
         Partnerships each own a 99% limited partnership interest in an
         operating limited partnership which holds title to one and two rental
         housing properties, respectively. The Partnership's effective interest
         in these operating limited partnerships is 98.01%.





                                      -5-
<PAGE>   7
                  NATIONAL HOUSING PARTNERSHIP REALTY FUND III
                        (A MARYLAND LIMITED PARTNERSHIP)
                         NOTES TO FINANCIAL STATEMENTS



         Because the Partnership, as a limited partner, does not exercise
         control over the activities of the Local Limited Partnerships in
         accordance with the partnership agreements, these investments in Local
         Limited Partnerships are accounted for using the equity method. Thus,
         the investments (and the advances made to the Local Limited
         Partnerships as discussed below) are carried at cost less the
         Partnership's share of the Local Limited Partnerships' losses and
         distributions.  However, because the Partnership is not legally liable
         for the obligations of the Local Limited Partnerships, and is not
         otherwise committed to provide additional support to them, it does not
         recognize losses once its investments, reduced for its share of losses
         and cash distributions, reach zero in each of the individual Local
         Limited Partnerships. As of September 30, 1995 and December 31, 1994,
         investments in all twelve Local Limited Partnerships had been reduced
         to zero. As a result, the Partnership did not recognize $948,615 and
         $1,262,419 of losses from these twelve and eleven Local Limited
         Partnerships during the nine months ended September 30, 1995 and 1994,
         respectively. As of September 30, 1995 and December 31, 1994, the
         Partnership has not recognized a total of $13,169,468 and $12,220,853,
         respectively, of its allocated share of cumulative losses from the
         Local Limited Partnerships in which its investment is zero.

         Advances made by the Partnership to the individual Local Limited
         Partnerships are considered part of the Partnership's investment in
         Local Limited Partnerships. When advances are made, they are charged
         to operations as a loss on investment in the Local Limited Partnership
         using previously unrecognized cumulative losses. As discussed above,
         due to the cumulative losses incurred by the Local Limited
         Partnerships, the aggregate balance of investments in and advances to
         Local Limited Partnerships has been reduced to zero at September 30,
         1995 and December 31, 1994. To the extent these advances are repaid by
         the Local Limited Partnerships in the future, the repayments will be
         credited as distribution and repayments received in excess of
         investment in Local Limited Partnerships. These advances are carried
         as a payable to the Partnership by the Local Limited Partnerships.

         During the nine months ended September 30, 1994, the Partnership
         advanced $3,263 of working capital to one of the Local Limited
         Partnerships, while no advances were made during the nine months ended
         September 30, 1995. These advances were charged to operations as loss
         on investment in Local Limited Partnerships. During the nine months
         ended September 30, 1994, repayments of $445 were made to the
         Partnership. No repayments of advances were made to the Partnership
         during the nine months ended September 30, 1995. The combined amount
         carried as due to the Partnership by the Local Limited Partnerships
         was $538,469 as of September 30, 1995.





                                      -6-
<PAGE>   8
                  NATIONAL HOUSING PARTNERSHIP REALTY FUND III
                        (A MARYLAND LIMITED PARTNERSHIP)
                         NOTES TO FINANCIAL STATEMENTS



         The following are combined statements of operations for the three
         months and nine months ended September 30, 1995 and 1994,
         respectively, of the Local Limited Partnerships in which the
         Partnership has invested. The statements are compiled from financial
         statements of the Local Limited Partnerships, prepared on the accrual
         basis of accounting, as supplied by the management agents of the
         projects, and are unaudited.


                       COMBINED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                          Three Months Ended                        Nine Months Ended
                                             September 30,                             September 30,
                              ----------------------------------------  -------------------------------------
                                     1995                 1994                 1995               1994
                                     ----                 ----                 ----               ----

<S>                              <C>                 <C>                    <C>              <C>
Rental income                    $ 2,099,539         $ 2,088,371            $ 6,393,190       $  6,145,733
Other income                         102,900              86,798                259,905            207,647
                                 -----------         -----------             ----------        -----------

   Total income                    2,202,439           2,175,169              6,653,095          6,353,380
                                   ---------           ---------              ---------          ---------

Operating expenses                 1,573,398           1,517,065              4,501,045          4,643,917
Interest, taxes and
  insurance                          725,995             710,028              2,185,986          2,124,083
Depreciation                         312,658             294,720                931,887            883,630
                                  ----------          ----------             ----------         ----------

   Total expenses                  2,612,051           2,521,813              7,618,918          7,651,630
                                   ---------           ---------              ---------          ---------

Net loss                         $  (409,612)        $  (346,644)           $  (965,823)      $ (1,298,250)
                                  ==========          ==========             ==========        ===========

National Housing
  Partnership Realty
  Fund III share of
   losses                        $  (402,812)        $  (340,059)           $  (948,615)      $ (1,275,485)
                                  ==========          ==========             ==========        ===========
</TABLE>


(3)      TRANSACTIONS WITH THE GENERAL PARTNER

         During the nine month periods ended September 30, 1995 and 1994, the
         Partnership accrued administrative and reporting fees payable to the
         General Partner in the amount of $64,686 for services provided to the
         Partnership. The Partnership has not made any payments to the General
         Partner for these fees during each of the respective periods. The





                                      -7-
<PAGE>   9
                  NATIONAL HOUSING PARTNERSHIP REALTY FUND III
                        (A MARYLAND LIMITED PARTNERSHIP)
                         NOTES TO FINANCIAL STATEMENTS


         amount of fees due the General Partner by the Partnership was $425,927
         and $361,241 at September 30, 1995 and December 31, 1994,
         respectively.

         During the nine months ended September 30, 1995 and 1994, no operating
         deficit funding or repayment activity occurred between the General
         Partner and the Partnership. The amount owed to the General Partner by
         the Partnership was $1,518 at September 30, 1995 and December 31,
         1994. Interest is charged on borrowings at the Chase Manhattan Bank
         rate of prime plus 2%. Accrued interest on this loan as of September
         30, 1995 and December 31, 1994 totaled $620 and $452, respectively.

         The advances and accrued administrative and reporting fees payable to
         the General Partner will be paid as cash flow permits or from proceeds
         generated from the sale or refinancing of one or more of the
         underlying properties of the Local Limited Partnerships.





                                      -8-
<PAGE>   10



ITEM 2 -         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                 AND RESULTS OF OPERATIONS

                  NATIONAL HOUSING PARTNERSHIP REALTY FUND III
                        (A MARYLAND LIMITED PARTNERSHIP)



LIQUIDITY AND CAPITAL RESOURCES

The properties in which the Partnership has invested, through its investments
in the Local Limited Partnerships, receive one or more forms of assistance from
Federal, state or local governments or agencies. As a result, the Local Limited
Partnerships' ability to transfer funds either to the Partnership or among
themselves in the form of cash distributions, loans or advances is generally
restricted by these government-assistance programs. These restrictions,
however, are not expected to impact the Partnership's ability to meet its cash
obligations.

Net cash used in operations for the nine months ended September 30, 1995 was
$38,081 as compared to $10,992 for the nine months ended September 30, 1994.
The increase in cash used in operations resulted from a decrease in
distributions received in excess of investment in Local Limited Partnerships
and an increase in operating expenses paid during the nine months ended
September 30, 1995 compared to the nine months ended September 30, 1994.

During the nine months ended September 30, 1995, the Partnership made no
working capital advances, compared to $3,263 advanced to one of the Local
Limited Partnerships during the nine months ended September 30, 1994. During
the nine months ended September 30, 1994 , one Local Limited Partnership repaid
advances of $445. No repayments were made during the nine months ended
September 30, 1995. At September 30, 1995, the combined amount carried by the
Local Limited Partnerships as due to the Partnership, amounted to $538,469.
Future advances made will be charged to operations; likewise, future repayments
will be credited to operations.

Distributions received from Local Limited Partnerships represent the
Partnership's proportionate share of the excess cash available for distribution
from the Local Limited Partnerships. As a result of the use of the equity
method of accounting for the Partnership's investments, as of September 30,
1995, investments in all twelve Local Limited Partnerships had been reduced to
zero.  For these investments, cash distributions received are recorded in
income as distributions received in excess of investment in Local Limited
Partnerships. During the nine months ended September 30, 1994, cash
distributions of $24,082 were received from two Local Limited Partnerships.
There were no cash distributions during the nine months ended September 30,
1995. The receipt of distributions in future quarters is dependent upon the
operations of the underlying properties of the Local Limited Partnerships.





                                      -9-
<PAGE>   11
                  NATIONAL HOUSING PARTNERSHIP REALTY FUND III
                        (A MARYLAND LIMITED PARTNERSHIP)
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS




Cash and cash equivalents amounted to $138,502 at September 30, 1995. The
ability of the Partnership to meet its on-going cash requirements, in excess of
cash on hand at September 30, 1995, is dependent upon the future receipt of
distributions from the Local Limited Partnerships and proceeds from sales or
refinancings of the underlying properties of the Local Limited Partnerships.
Cash on hand at September 30, 1995, plus any distributions from the underlying
operations of the combined Local Limited Partnerships is expected to adequately
fund the operations of the Partnership in the current year. However, there can
be no assurance that future distributions will be adequate to fund the
operations beyond the current year.

The Partnership currently owes the General Partner $425,927 for administrative
and reporting services performed. The payment of the unpaid administrative and
reporting fees will most likely result from the sale or refinancing of the
underlying properties of the Local Limited Partnerships, rather than through
recurring operations.

Some of the Properties in which the Partnership has invested may be eligible to
participate in the Low Income Housing Preservation and Resident Homeownership
Act of 1990 (LIHPRHA). LIHPRHA creates a procedure under which properties
assisted under the HUD Section 236 or 221(d)(3) programs may be eligible to
receive financial incentives in return for agreeing to extend their property's
use as low income housing.

The General Partner is investigating the potential for Brunswick Village,
Cherry Branch, Indian Valley I, II, III and Meadowood I, II and III to
participate in LIHPRHA. Based on the appraisal data obtained, Brunswick Village
and Meadowood I, II and III should defer participation in LIHPRHA in
anticipation of the improvement of the local rental market where those
Properties are located, as this improvement will have a positive impact on the
Properties' value under LIHPRHA.

Congress and the Administration are currently considering various proposals to
significantly reduce or eliminate funding for the LIHPRHA program, and to
restructure various federal housing programs under the jurisdiction of the
Department of Housing and Urban Development. NHP is actively working to affect
the policy decisions being made and to limit any detrimental effect on its
portfolio.  Depending on the final outcome of this process, however, operations
at the Properties and/or the ability to sell or refinance under LIHPRHA could
be affected.

All the Local Limited Partnerships in which the Partnership has invested carry
deferred acquisition notes due to the original owners of the Properties. In the
event of a default on these notes, the noteholders would assume ownership of
both the General Partner's and the Partnerships' interests in the Local Limited
Partnerships. All of the notes have final maturity dates between 1996 and 1999.





                                      -10-
<PAGE>   12
                  NATIONAL HOUSING PARTNERSHIP REALTY FUND III
                        (A MARYLAND LIMITED PARTNERSHIP)
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS



Due to the weakness in the rental markets where some of the Properties are
located, the General Partner currently believes the amounts due on the
acquisition notes may likely exceed the value to be obtained through the
Properties' participation in LIHPRHA or other sale or refinancing
opportunities. In the event that the Partnership loses its interest in these
Local Limited Partnerships, the partners in the Partnership may incur adverse
tax consequences. The impact of the adverse tax consequences is dependent on
each partner's individual tax situation.

In their audit report dated March 18, 1995, the Partnership's auditors added an
additional "emphasis" paragraph to their report on the Partnership's 1994 and
1993 financial statements included in the Form 10-K. The comments made in the
"emphasis" paragraph generally repeat disclosures made by the Partnership in
the footnotes to the 1994 financial statements, primarily Note 3. In the
"emphasis" paragraph, the auditors stated "Two of the Local Limited
Partnerships, Meadowood Townhouses I and III, have generated losses from
operations and negative cash flows in recent years," and "These events raise
substantial doubt about the ability of these Local Limited Partnerships to
continue as going concerns."  Should the Partnership lose its interest in a
Local Limited Partnership, partners in the Partnership may incur adverse tax
consequences. The impact of the tax consequences is dependent upon each
partner's individual tax situation.

The General Partner's intentions are to continue to manage the properties
prudently so that they can maximize their cash flow.  Management believes that
the properties are capable of generating cash sufficient to sustain future
operations and meet their debt obligations.

RESULTS OF OPERATIONS

The Partnership has invested as a limited partner in twelve Local Limited
Partnerships which operate thirteen rental housing properties. In prior years,
results of operations of NHP Realty Fund III were significantly impacted by the
Partnership's share of the losses of the Local Limited Partnerships. These
losses included depreciation and accrued deferred acquisition note interest
expense which are noncash in nature. Because the investments in and advances to
Local Limited Partnerships have been reduced to zero, the Partnership's share
of the operations of the Local Limited Partnerships is no longer being
recorded.

The Partnership's net loss increased to $96,435 for the nine months ended
September 30, 1995 from a net loss of $91,110 for the nine months ended
September 30, 1994. Net loss per unit of limited partnership interest was $8
for the 11,500 units outstanding throughout both periods. The increase in net
loss was primarily due to a decrease in distributions and repayments received
in excess of investment in and advances to Local Limited Partnerships,
partially offset by a decrease in the





                                      -11-
<PAGE>   13
                  NATIONAL HOUSING PARTNERSHIP REALTY FUND III
                        (A MARYLAND LIMITED PARTNERSHIP)
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS



Partnership's share of losses from and loss on investment in Local Limited
Partnerships. The Partnership did not recognize $948,615 of its allocated share
of losses from the twelve Local Limited Partnerships for the nine months ended
September 30, 1995, as the Partnership's net carrying basis in these
Partnerships had been reduced to zero. The Partnership's share of losses from
the Local Limited Partnerships, if not limited to its investment account
balance, would have decreased $326,870 between periods, primarily due to an
increase in rental income and a decrease in operating expenses.





                                      -12-
<PAGE>   14



                                   SIGNATURES



         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                  NATIONAL HOUSING PARTNERSHIP REALTY FUND III
                                  (Registrant)


                                  By: The National Housing Partnership,
                                      its sole General Partner


                                  By: National Corporation for Housing
                                      Partnerships, its sole General Partner



November 10, 1995                 By: /s/ Jeffrey J. Ochs
                                      ----------------------------------------
                                      Jeffrey J. Ochs
                                      As Vice President, Finance and Accounting,
                                      and Chief Accounting Officer





                                      -13-

<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               SEP-30-1995
<CASH>                                         138,502
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               138,502
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                 138,502
<CURRENT-LIABILITIES>                          458,915
<BONDS>                                              0
<COMMON>                                             0
                                0
                                          0
<OTHER-SE>                                   (320,413)
<TOTAL-LIABILITY-AND-EQUITY>                   138,502
<SALES>                                              0
<TOTAL-REVENUES>                                 3,597
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                               100,032
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                               (96,435)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                           (96,435)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (96,435)
<EPS-PRIMARY>                                      (8)
<EPS-DILUTED>                                      (8)
        

</TABLE>


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